Business Forms Needed

Business Forms Needed

This General Business Agreement (the "Agreement") is made effective as of by and between (Service Provider) and (Client). Provider and Client are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional business forms, document preparation and related services and has the necessary expertise, personnel, and resources to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Provider to prepare and deliver certain business forms and related deliverables pursuant to the terms set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality, term and termination, and other matters as set forth in this Agreement.

Scope of Work

Provider shall prepare, customize and deliver business forms, templates, and related written materials as requested by Client and as set forth below. Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

As consideration for the Services, Client shall pay Provider in accordance with the following terms. Provider will issue invoices in the form and schedule described below and Client shall make payments in the specified timeframes.

All fees are exclusive of applicable taxes; Client shall be responsible for any taxes imposed on services under this Agreement except taxes based on Provider's net income. In the event payment is past due, Provider may suspend services upon ten (10) days' prior written notice to Client and shall be entitled to recover reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date set forth below and shall continue until the End Date or until earlier terminated in accordance with this Section.

Start Date:    End Date:

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within the notice period set forth above after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and costs reasonably incurred through the effective date of termination.

Confidentiality

Each Party (the "Receiving Party") agrees to hold in confidence and not disclose to any third party any confidential or proprietary information disclosed by the other Party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, pricing, business processes, customer lists, drafts of forms and templates, and non-public technical or business information.

The Receiving Party shall: (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without similar confidentiality obligations; or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

If the Receiving Party is required by law, regulation or valid order of a court or governmental authority to disclose Confidential Information, the Receiving Party shall, to the extent permitted, provide prompt written notice to the Disclosing Party and reasonably cooperate, at the Disclosing Party's expense, in any lawful effort to limit or contest the scope of such disclosure.

Independent Contractor; Intellectual Property

Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Provider retains ownership of its pre-existing intellectual property and tools. Unless otherwise agreed in writing, upon receipt of final payment, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes; Provider retains the right to use generalized learnings and non-identifying templates for other clients.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of any dispute arising under this Agreement.

Representations; Warranties; Remedies

Each Party represents that it has full power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. CLIENT'S SOLE REMEDY FOR BREACH OF THE FOREGOING WARRANTY SHALL BE, AT PROVIDER'S ELECTION, REPERFORMANCE OF NON-CONFORMING SERVICES OR REFUND OF FEES PAID FOR THE AFFECTED SERVICES.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information below by hand, certified mail, or email (with confirmation of receipt). Notices are effective upon receipt.

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